Exhibit 3 VOTING AGREEMENT This Voting Agreement ("Agreement") is made this 19th day of December, 1996 among Equity Capsure Limited Partnership, an Illinois limited partnership (the "Major Stockholder"), Continental Casualty Company, an Illinois...Voting Agreement • December 27th, 1996 • Zell Samuel • Fire, marine & casualty insurance • Illinois
UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 1998 • Zell Samuel • Fire, marine & casualty insurance • New York
RECITALSStockholders' Agreement • January 24th, 2000 • Zell Samuel • Real estate investment trusts • Illinois
EXHIBIT 1 JOINT FILING AGREEMENT AGREEMENT dated as of October 10, 1997 among Samuel Zell; Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990; Alphabet Partners, an Illinois general partnership; ZFT...Joint Filing Agreement • October 10th, 1997 • Zell Samuel • Fire, marine & casualty insurance
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 2nd, 1998 • Zell Samuel • Real estate investment trusts • Delaware
RECITALSRegistration Rights Agreement • October 10th, 1997 • Zell Samuel • Fire, marine & casualty insurance • Illinois
Exhibit 6 THE ANN AND ROBERT H. LURIE FAMILY FOUNDATION May 23, 1997 Continental Casualty Company CNA Plaza Chicago, Illinois 60685 Ladies and Gentlemen: This letter is being issued in connection with that certain Voting Agreement, dated December 19,...Voting Agreement • June 4th, 1997 • Zell Samuel • Fire, marine & casualty insurance
SALE AGREEMENT TO ALPHA/ZFT GENERAL PARTNERSHIPSale Agreement • July 20th, 1998 • Zell Samuel • Fire, marine & casualty insurance • Illinois
SAMUEL ZELL)Voting Agreement • February 15th, 2000 • Zell Samuel • Real estate investment trusts • Maryland
December 10, 1997 Capital Trust Investors Limited Partnership V2 Holdings LLC Veqtor Finance Company, LLC c/o Capital Trust 605 Third Avenue 26th Floor New York, New York 10016 Ladies and Gentlemen: Veqtor Finance Company, LLC ("Veqtor") owns as of...Exhibit • December 19th, 1997 • Zell Samuel • Real estate investment trusts
Capital Trust Investors Limited Partnership V2 Holdings LLC Veqtor Finance Company, LLC c/o Capital Trust 605 Third Avenue 26th Floor New York, New York 10016
Exhibit 8 SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT AGREEMENT dated as of May 23, 1997 among Samuel Zell; Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990; Alphabet Partners, an Illinois...Joint Filing Agreement • June 4th, 1997 • Zell Samuel • Fire, marine & casualty insurance
Exhibit 1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY (i) Joint Filing. Each of the undersigned persons does hereby agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their...Joint Filing Agreement and Power of Attorney • July 25th, 1997 • Zell Samuel • Real estate investment trusts
IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to Continental Casualty Company, an Illinois corporation ("CCC") an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote all shares...Irrevocable Proxy • June 4th, 1997 • Zell Samuel • Fire, marine & casualty insurance
EXHIBIT 4 AMENDED AND RESTATED JOINT FILING AGREEMENT AGREEMENT dated as of January 15, 1998 among Samuel Zell; Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990; Alphabet Partners, an Illinois...Joint Filing Agreement • January 15th, 1998 • Zell Samuel • Fire, marine & casualty insurance
1 Exhibit 2 JOINT FILING AGREEMENT AGREEMENT dated as of September 24, 1996 among Samuel Zell; Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990; Alphabet Partners, an Illinois general partnership;...Joint Filing Agreement • October 4th, 1996 • Zell Samuel • Fire, marine & casualty insurance
Exhibit 5 AMENDED AND RESTATED JOINT FILING AGREEMENT AGREEMENT dated as of December 18, 1996 among Samuel Zell; Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990; Alphabet Partners, an Illinois...Joint Filing Agreement • December 27th, 1996 • Zell Samuel • Fire, marine & casualty insurance
JOINT FILING AGREEMENTJoint Filing Agreement • August 15th, 1997 • Zell Samuel • Real estate investment trusts
Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly, on behalf of each of the undersigned, pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, as amended....Joint Filing Agreement • January 24th, 2000 • Zell Samuel • Real estate investment trusts
Each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly, on behalf of each of the undersigned, pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, as amended.
ARTICLE I DEFINITIONSLimited Liability Company Agreement • July 25th, 1997 • Zell Samuel • Real estate investment trusts • Delaware
ofConvertible Redeemable Note Purchase Agreement • July 25th, 1997 • Zell Samuel • Real estate investment trusts • New York
WITNESSETHVFC Investment Agreement • July 25th, 1997 • Zell Samuel • Real estate investment trusts • New York
WITNESSETHInvestment Agreement • December 19th, 1997 • Zell Samuel • Real estate investment trusts • New York
